MAY 2016
president's Message 
Dear ,
lynn image

It's time for our TOP 10 REASONS TO ATTEND the 18th Annual CSCS Conference on Corporate Governance (August 21st to 24th at the Fairmont Chateau Whistler in BC)!!

  1. Hard-hitting plenary sessions and keynote speakers: Dick Auchinleck, Chairman, Telus; David Beatty, Professor, The Rotman School of Management and Conway Director, Clarkson Centre for Business Ethics and Board Effectiveness; Christopher Chen, National Director, Total Rewards, Korn Ferry Hay Group; Joan Conley, Senior Vice-President and Corporate Secretary, Nasdaq OMX Group Inc.; Peter Dey, Chair, Paradigm Capital Inc; Andrew Fastow, former Chief Financial Officer, Enron Corporation; Mike Garvey, Chairman, Kelvin Storage Inc; Robert Gordon, Executive Director, Canadian Cyber Threat Exchange; Carol Hansell, Founder and Senior Partner, Hansell LLP;  Mary Jordan, Chair, Vancouver Airport Authority; Ryan Kazanciyan, Chief Security Architect, Tanium; Dr. Richard Leblanc, Associate Professor, Law, Governance & Ethics, Faculty of Liberal Arts & Professional Studies, York University Margie Marikh, Former Chair, Mountain Equipment Co-op;Errol Mendes, Professor, Faculty of Law, University of Ottawa; Anna Tudela, VP, Diversity, Regulatory Affairs & Corporate Secretary, Goldcorp Inc
  2. Hear from other top notch speakers featuring high profile industry leaders and experts, governance practitioners and academics providing the most significant governance updates and best practices.
  3. Gain insight on key governance issues: risk management, board management strategies, the changing role of the governance professional, cybersecurity, board succession, diversity, subsidiary governance, compliance and ethics, shareholder engagement, and more!
  4. Tailor your own learning with a streamed program agenda and interactive roundtable discussionsaddressing the top issues, best practices and key challenges in governance across all sectors and industries in Canada.
  5. Enjoy unparalleled networking opportunities with your fellow attendees including our opening reception, our breakfasts and lunches with our sponsors and exhibitors, and our fun and casual closing dinner featuring a themed 80's evening of fun
  6. Meet and interact with key industry product and service providers - no other event in Canada gathers such a complete cast of solutions, products and services that cater and support the role of governance professionals and their organizations.
  7. CSCS' annual meeting of members - receive the report of the board of directors, our financial statements for the year and the public accountant's reports on those statements, appoint our public accountant for this financial year and elect the CSCS board of directors.
  8. Take part in the pre-conference tour program, with great options for you and for your family to choose from
  9. Make new relationships and gain important contacts - the CSCS is the perfect gathering ground for other like-minded individuals who share your challenges, issues and concerns
  10. Last but NOT least,experience Whistler!

...Since we're on the 'top tens', here are 10 fun facts about Whistler BC:

  1. Whistler Mountain was once known as London Mountain because of the fog at its base
  2. The name Whistler was inspired by the unique noises made by the hoary marmot, which make their home there
  3. Whistler Mountain opened in 1966 with an eye toward a bid for the 1968 Winter Olympic Games
  4. When Vancouver hosted the Winter Olympics in 2010, more than 2,800 athletes were housed at the Olympic Village at Whistler
  5. In that Olympics, Canada set the record for most gold medals won by a country in a single Winter Olympic games - an honor held by the Soviet Union since 1976 and only matched by Norway in 2002
  6. Whistler activities in the summer are just as much of a draw as in winter with its: hiking, biking, climbing, caving, golfing, swimming, camping, horseback riding, skydiving, gliding, zip lining, bungee jumping, off-roading and ATVing...just to name a few
  7. The chair lifts are modified to hold bikes and the largest annual freeride competition for mountain bikes is held here during the summer
  8. With nearly a dozen spas within walking distance in Whistler Village, bliss is never far away
  9. In summer and early fall, a Sunday farmers' market offers fresh BC agricultural products, local art and craftwork, live entertainment and children's face painting
  10. Restaurants in Whistler are among the finest in the world. Celebrity Chef Gordon Ramsay declared Araxi to be the top restaurant in Canada. In fact, a grand prize on his TV show, Hell's Kitchen, was a Head Chef position at Araxi, joining Executive Chef James Walt

And lastly: CSCS is hosting its conference for the first time in Whistler this year!


Don't miss the most comprehensive governance conference in Canada and bring your family for a chance to spend quality time in Whistler. For full program details and to register, click here!


Our Early-bird registration ENDS JUNE 10th so register NOW!

Lynn Beauregard
Conference and sponsorship update
Bundle your conference and membership registrations and SAVE!!! 
By registering for membership before purchasing your conference
 registration, you will save MORE than the cost of your membership! You essentially become a CSCS member at no charge by combining the two and still save! 

Non-member early-bird registration =  $1,835
VS :
Member early-bird registration $1,265  +  CSCS membership  $495 = $1,760 
A Combined Savings of: $75 

Join CSCS today by clicking here 

Tina Hutchinson
Director, Conference & Sponsorship
Become a CSCS Sponsor
Get more involved with the governance community year-round and gain better access and visibility for your organization's brand and services with CSCS members. Capitalize on our networking opportunities, gain valuable face-to-face time with the governance professional community and access the influencers and decision makers in your market. Become a CSCS sponsor or partner today!

Check out the complete Annual Sponsorship and Partnership Package  click here.

Tina Hutchinson
Director, Conference & Sponsorship

Nominations for the 4th annual Excellence in Governance Awards (EG Awards) is Extended until June 30, 2016! 

This is your chance to be recognized for your organization's successes in governance, or to nominate another organization.

The deadline for nominations is  June 30, 2016 and the shortlist of finalists will be announced in early July. The winners of the EG Awards will be announced and celebrated at a dinner and awards ceremony on the evening of November 15th in Toronto. For more information on the awards, the categories, criteria and judges, click here. To learn more about last year's winners and the reasons why the judges chose these organizations, download the 2015 Judges' Report.

Professional development
Governance Essentials for the Corporate Secretary - 2 day Seminar

This two-day seminar is a great way to get up to speed or to expand your corporate secretariat skill set. It will examine the responsibilities, roles and accountabilities of the corporate secretary's position, explore best practices and provide practical solutions to current governance challenges. This session will be of great benefit to you if you are new to the profession or provide a great refresher and updates to someone responsible for governance processes and/or compliance processes in your organization.

Toronto, 14 - 15 November 2016

Membership News
Welcome New CSCS Members!


It is with great pleasure that the Canadian Society of Corporate Secretaries (CSCS) acknowledges and thanks the following people for joining or rejoining the Society in the last 31 days.

With the support and participation of members like you, CSCS is able to be a nationally recognized leader for information, education, advocacy and best practices in the field of corporate governance.

Welcome to the Society, and thank you!

  • Evan Brown, Chief Financial Officer, Carmanah Technologies Corp, Victoria BC
  • Ann Friendship, Executive Assistant, Hospice Wellington, Guelph ON
  • Samir Khan, Director, Russell Investments, Toronto ON
  • Shelly Krishnan, Lawyer, VS Research Solutions Inc, Brampton ON
  • Ismail Lila, Legal Counsel, Corporate Affairs, Teekay (Shipping) Canada, Vancouver BC
  • Andrew MacDougall, Partner, Osler, Hoskin & Harcourt LLP, Toronto ON
  • Kerri Pope, VP Legal & Corporate Secretary, Martinrea International Inc, Vaughan ON
  • Candace Watson-Hiscox, Barrister & Solicitor, Toronto ON

Pamela Smith

Director, Membership and Administration

Not a CSCS Member?

As a CSCS Member, you will have access to:

  • A community of like-minded governance professionals

  • A network of key governance products, services and solution providers

  • Access to and discounts for CSCS professional development, education sessions and webinars throughout the year, including the leading annual conference on corporate governance best practices in Canada (this year's event will be held in Whistler, BC August 21-24, 2016)

  • Practical resources and guidance on best practices in good governance for their organization

  • Monthly electronic newsletter 'Governance Matters' and briefing on the latest developments in governance in Canada and internationally

  • Updates on the latest regulatory developments and their impact, as well as a voice in the consultation process through CSCS

  • Preferential access to practical, professional development activities offered by various like-minded partners in Canada and internationally

And, we are the voice of corporate secretaries and governance professionals in Canada

If you have any questions or require further information, do not hesitate to call at 416-921-5449, or 1-800-774-2850, ext 303, or email us at


Annual Membership Dues


The membership fees, in Canadian dollars, are as follows (plus applicable taxes):

  • Regular Member: $495.00 

  • NFP and Academic Sector:   $375.00

  • Retired: $80.00

Visit our website - - to learn more about CSCS membership and membership benefits.


If you were previously a member of CSCS, we invite you to reinstate your membership. 


You will only be responsible for paying the current year's dues, and the date you reinstate your membership will be considered your join date. 


No reinstatement fee will apply. 


Take advantage of this offer today by emailing us at

Membership renewal notices 

Membership renewal notices are sent out 2 months prior to your anniversary date. 

If you haven't received your notice, or have questions about your membership, renewal payment or require a credit card authorization form, contact Pamela Smith at the CSCS office.

Take advantage of the CSCS' flexible and green option of online renewal by:

  1. Logging on to your profile at with your email and password. Can't remember your password? Reset it here;
  2. Following suggested actions on your profile screen; and
  3. Reviewing all information in your profile and revising as required 

If there are changes in your contact details, we would like to remind you to please update your membership profile online so that we can make certain that you receive your renewal notice and any other CSCS membership communication.
Thank you for your continued support of CSCS.



Do you have a question you need an answer to? Looking for best practices? Our Request for Assistance service is an easy way to receive information from your peers. Below are some recent requests. Your response will be appreciated.

Board Diversity Policy

Every mature organization needs to step back periodically to consider: is every aspect of our organization the best it can be? One aspect that is difficult to tackle and modernize is policy governance. Policies just seem to expand and grow organically as the organization matures, until they begin to resemble a monster with many tentacles. I am looking to hack away the irrelevant detail to arrive at a simple set of logical, principle-based policies supported by a robust governance framework. Ours is a global organization, so this will not be an easy task. I'm looking to recruit an experienced Canadian corporate policy expert to advise me on this process. I'm reaching out to my network to find out if: 

  1. anyone has undertaken a policy project like this and 
  2. anyone has engaged an expert they would recommend. I'm looking forward to your comments!

To Respond:

Please submit your response by going to CSCS Forum.


If you wish to remain anonymous, click here for instruction on how to manage your privacy setting.  


To view responses to previous Request for Assistance, please click here or login and click on Members Only Section > Request for Assistance Responses.

TSX Proposes Amendments to Disclosure Requirements Related to Issuer Websites and Security Based Compensation Arrangements

Goodmans LLP

The Toronto Stock Exchange (TSX) has published for comment proposed amendments to the TSX Company Manual that would, among other things, (a) require TSX-listed issuers to maintain a website for posting certain key security holder documents (the "Website Amendments") and (b) simplify the disclosure requirements related to security based compensation arrangements (the "Disclosure Amendments"). The TSX has requested comments on the Website Amendments and Disclosure Amendments by June 27, 2016.

Industry Canada sends out thousands of final notices of pending dissolution to Federal CCA NPOs
Blumberg Segal LLP.

Industry Canada has sent out notices to thousands of Canada Corporations Act (CCA) corporations warning them of their pending dissolution as they have failed to transition to the Canada Not-for-profit Corporations Act ("CNCA"). Industry Canada wants to wind down the CCA and in order to do so they need to remove all remaining corporations under the CCA. It appears that up to 2000 of such corporations may be registered charities. Industry Canada had generally held off sending the notices to registered charities but the transition deadline of October 2014 is now over 1.5 years old.
Taking back the dialogue
Listed Magazine

The ICD's new guide to director-shareholder engagement is more than a helpful how-to. In encouraging Canadian boards to initiate dialogue with shareholders, it also signals a shift from defence to offence. With directors no longer back on their heels, where do meetings with shareholders go next?
CSA's New Consultation Paper Looks to Enhance Registrants' Obligations
Blake, Cassels & Graydon LLP.

The Canadian Securities Administrators (CSA) recently released Consultation Paper 33-404 Proposals to Enhance the Obligations of Advisers, Dealers and Representatives Toward their Clients (Consultation Paper), which considers a number of reforms regarding the client-registrant relationship. If implemented, these changes may significantly raise the standard for registrants.
Insider trading prohibition to be broadened
Stikeman Elliott LLP.

The Securities Act (Ontario) (OSA) is expected to be amended to include a prohibition on recommending the purchase or sale of securities of an issuer where the person or company making the recommendation is in a "special relationship" with the issuer and has knowledge of a material fact or material change with respect to such issuer that has not been generally disclosed. Currently, section 76 of the OSA provides that a person in a "special relationship" with the issuer includes:
You gotta own it
Listed Magazine

Why culture, not compliance, is the key to making diversity stick-and to helping companies realize its full potential.
Baby on Board: Age Diversity and Boards of Directors
Lerners LLP.

Over the past few years there has been much discussion over the need to improve diversity on boards of directors, in both the for-profit and not-for-profit sectors. It is well established that board diversity can contribute to innovation and better corporate governance. Diversity enables boards to deliberate with greater perspective, and significantly expands the available pool of qualified directors.

Read More

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Events & workshops

Governance Essentials for the Corporate Secretary - 2 day Seminar
Toronto, November 14-15, 2016
For complete list of CSCS events click here
visit our sponsors

The CSCS Annual Sponsorship Package has a new, updated look this year. We've added more visibility levels and expanded on the value for each opportunity. The package still includes the Excellence in Governance Awards, Annual conference, professional development, website, e-newsletter and a few other opportunities.

Talk to us about customizing your own bundle!

For the complete 2015 Annual Sponsorship package, click here.

advertise with us

Are you interested in advertising your product, service and/or business to the CSCS market.
Our website and monthly
e-newsletter both offer the opportunity to reach our targeted market.


Contact any one of the CSCS staff members to discuss your options today!

Job Postings
Do you have a career opportunity that you would like to share with our readers?  Click here for more details
Recent Job Postings:-
Co-ordinator, Board Affairs and Shareholder Services
BMO Financial Group

Assistant Corporate Secretary (Board Committees) & Corporate Governance
TD Legal

Corporate Secretary
Canadian Light Source

Please login to to view all the Job Postings. 
Board of Directors
David Masse 
(Chairman of the Board)

Toronto, ON
Janis McKenzie 

Brampton, ON

Mary D. Batoff
President and Chief Executive Officer
First Uranium Corporation
Toronto, ON
Carmel Bellamy 
(Chair, Membership Committee)

Corporate Secretary and Sr. Director, Governance, Member & Co-operative Relations
The Co-operators Group Limited
Guelph, ON
Brigitte Catellier
Vice President & Corporate Secretary 
Sun Life Financial Inc.
Toronto, ON
Misti Christensen
(Chair, Governance and Nominations Committee)

Manager Governance and Assistant Secretary
Nexen Energy ULC
Calgary, AB
Margaret (Meg) Comiskey
Manager, Policy and Research and Assistant Corporate Secretary
Vancouver Airport Authority
Vancouver, BC
Alain Dussault 
(Chair, 2016 Conference Planning Committee)

Lawyer, Corporate Secretary's Office
Canadian National Railway Company
Montreal, QC
Glenn Keeling
(Chair, Sponsorship Engagement Committee)

Sr. Partner, Executive Compensation & Governance Global Governance Advisors
Toronto, ON
Sally Maziarz
Assistant Corporate Secretary
EPCOR Utilities Inc.
Edmonton, AB
Lynn Beauregard 

Canadian Society of Corporate Secretaries
Toronto, ON

About CSCS 

The Canadian Society of Corporate Secretaries (CSCS) is the voice of corporate secretaries and governance professionals in Canada.  Members deal with disclosure and matters affecting corporate governance, including the structure and meetings of the board of directors and its committees, the proxy process and annual meetings.  As such, CSCS strives to provide valuable and timely information on recent changes and developments which affect our members, via our website ( and our monthly e-newsletter.  
Our members include professionals with titles such as Corporate Secretary, Manager Corporate Governance, General Counsel, Chief Compliance Officer, VP Regulatory Affairs, Associate Corporate Secretary, and Board Administrator. 


Mission Statement

The promotion and advancement of effective governance and corporate secretarial practice in organizations in the private, public, not-for-profit and other sectors through the continued development and application of governance and corporate secretaryship best practices.

This e-newsletter is issued monthly to all CSCS members.  Non-members may also subscribe and receive the newsletter without access to member only content. 
If you have comments or wish to contribute material to this newsletter, please e-mail us at